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Personal Bankruptcy Chapter 7 in Florida, owner of a

one-person S-Corp services business. In filing...

Personal BankruptcyChapter 7 in Florida, owner of a one-person S-Corp services business.In filing Ch 7 (Personal) BK I understand I will relinquish all non-exempt personal assets.Question is on S-Corp and best way to "value" on BK 7 Schedule A/B:-We don't have accounts receivable in the usual sense - we complete research cases that take from 6 months to 2 years.-We do not Invoice/Bill until the case is 100% complete.- When I file for Chapter 7 (Personal) on May 31, 2017, I do not have any Cases that are 100% finished - I have approximately $50,000 that are about 60% complete and will probably be Invoiced in August or September, 2017 after some more work has gone into them and they are finished.-The S-Corp will have minimal cash as of May 31, 2017, probably $16,000.-I need the business to stay open as getting relicensed in the states we do business would be time prohibitive (i.e. shuttering the current business and simply reopening under a new company which some might suggest except for licensing issue).------So Question(s) are best way to answer Schedule A/B "ACCOUNTS RECEIVABLE" earned, and if I answer "0", how do I avoid Trustee simply taking the $16,000 in cash and closing the business? Should I put "0", or should I put the expected Receivables of $50,000 and try to negotiate retaining a very minimal monthly operating budget until the Receivables close at which time the Trustee would take in full?

You do not schedule the corporation's accounts receivable. The ARs on Schedule A/B would be only your own personal A/Rs...which I presume is $0. The only thing you schedule related to your corp is the shares of the corp itself.

For value, you need to come up with a number. Can any 3rd party come in and take over the service the business performs and complete the work to earn the invoices for August/September? (ie: if the trustee sold your shares in the corporation to a third party). It sounds like the answer to that is no given what you say about licensing, but lets confirm.

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Customer reply replied 1 year ago

Thank you for initial response and follow-up Rich - to also clarify on my end:1) On Schedule A/B, Part 5, Question 37 asks "Do you own or have any legal equitable interest in any business-related property? If YES go to Line 38 which then asks for "ACCOUNTS RECEIVABLE YOU ALREADY EARNED". I thought I understood from a bankruptcy attorney that the Trustee would want to know the Accounts Receivable for the business, which I equated with this section and related question - is that not correct?2) I do own 100% of the shares. If those shares were sold, or the the company taken, someone with knowledge in completing the process we perform would be required. We work with Licensed Attorneys in each state we are also licensed in so yes the Trustee could perhaps complete the process in theory. We find estates that have gone unclaimed, find the heirs, work with an Attorney to open Probate, submit the Probate-approved paperwork to the State's Unclaimed Property Division, work to get additional information they require and then get the proceeds distributed to the opened Estate. At that point we invoice for our percentage directly to the Estate. That margin is 15% of the gross proceeds distributed to the Estate. Our Trustee, not being licensed in those states would have to outsource that, if they could find someone to pick up the process. They are not yet receivables that the Trustee could assume and simply send Invoices to and work to collect.Being a service company, there is no inventory and no mentionable value (a computer, desk, printer).I think that answers your 2nd question - which now makes me question if I quit working at the company does the Trustee then have the right to take possession of all cases I have been working by me forwarding all paperwork, files, etc. to him/her, or if I quit is the business simply defunct and the Trustee gets the cash.I don't want to lose the business because of trying to get relicensed, and it is very viable and I have outside researchers that I use as independent contractors and their livelihood would then be hit as well. My current 6-month look back P&L for the May 31, 2017 filing shows a Net Loss of $13k for the business, while the company's Net Income for 2016 was $80k.I believe this is going to take a substantial tip when we are finished for you considering the detail I just included.Hoping you received my reply to your questions?

1) While I will not say the other advice you received to list the A/R interest here is "wrong," in my opinion, this is not the place to list it. Part 5 refers to self-proprietor business interests, not interests you have in a separate legal entity. Note it is the corp's A/Rs and you have personally have no legal or equitable ownership of them. (ie: trustee can sell your shares and the buyer can collect 100% of the A/Rs without you receiving any share). That is what tells you that you have no interest.

So I agree you will ultimately disclose the corp assets, I just do not believe Part5 is the place to do that. It will actually look like you have shares in a corp PLUS additional A/Rs from business conducted as a sole-proprietor.

2) Understood, so remember that buyers at a bankruptcy auction are generally not those looking to take on more work for sweat as you describe. Buyers are generally looking for an exceptional deal on assets. Therefore, short of draining the cash out of the corporation, it has little value to a third-party (especially if licensing is needed).

Remember that immediately upon filing the trustee takes ownership of the corp shares, $16k is a lot of cash to leave exposed. Is it possible to spend some of that down?

You have stated the nuisance of having to get new licensing, etc which forms the lower bound on the value you place on the business. By that I mean, what value are you willing to pay to avoid having to take the alternative steps of starting the new corp, etc. I think we can get to a number with a little more conversation.

Generally what I put even if a service business has no A/Rs or cash is $500 because that is often the nuisance value of having to form a new entity, get new bank accounts, etc. The trustee is not going to do the work needed to generate the ARs so you can put a $0 value on the non-completed work ARs in the scenario that you "quit working the business."

Finally, as a strategic matter, you really ought to file a motion to compel abandonment of the corp very early on in your case and try to get the corp out of the estate for nothing or at least bring the issue of settlement to the forefront before you invest too much additional personal time in the corp.

That is a lot of detail but you have a lot of reasonable options here. It will be helpful to know if anything can be done with the cash. I am happy to work though this and other issues on this filing with you!

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Customer reply replied 1 year ago

I appreciate your responses and would like to answer a couple of the questions. I am going to close this "question" out so you can get compensated and then reopen the question with you as a new question - this way you see there is good faith in working together and not simply consuming your time. Thank you and please look for the new question directed your way in a few moments.

Customer reply replied 1 year ago

1) Re putting A/R on Schedule A/B : Understood, I will not put the Corp's A/R on personal Schedule A/B. Where do I put the value of the shares (once determined?).2a) The cash available is actually higher than $16k - that is the remainder after paying Accounts Payable (the independent researchers for period ending 5/31/17), as well as paying myself which goes directly from my personal account to the IRS to pay Federal Taxes due for 2016 of a final $33,000. I have already paid Quarterly Payroll Taxes from the Corporation to the IRS (941 expenses). I believe I can legally spend enough on normal business operational expenses by the filing date to reduce cash available to less than the $16k.QUESTION: Besides the bonus I am paying myself to go directly to IRS, am I able to pay myself another salary/bonus in line with what I've paid myself over the past 12 months (because the business was up and down over the past 12 months, some months Salary was paid, sometimes it was not because there was not adequate cash-on-hand, but I would then double pay the next month so that an average is shown as a reasonable wage and taxes were paid on same)?2b) Valuing the business should probably be a phone call discussion and not a matter of this open forum so I would prefer that to be over the phone if possible3) The "motion to compel abandonment of the corp" - what is the reasoning I would present to the Judge for this motion? Depending on the Trustee's leaning I'm sure trying to negotiate this could be easy or difficult, and if I'm telling the Trustee it is a viable business I probably have to show why it is viable enough to keep open after they have taken any remaining cash, correct? If I'm left with 0 personal cash, and 0 cash in the business, what leverage do I have when negotiating with the Trustee - i.e. how do I ask to retain the Corporation as my future livelihood, or pay off whatever the company is "valued at" in the short-term having 0 cash? Also, I would now literally have 0 cash without the possibility of borrowing an agreed to "buy-out" amount from outside sources - that cash, let's say a value of $35,000, will be available in 3-4 months if I continue operations, but will not be if the Trustee shutters the company (there's nothing in the company but cash and me at this point).

Thank you for appreciating that we are going more indepth with these questions. Your next set was added to this one and not started as a new one, but I will answer them here in the interest of moving it along for you.

1) It goes in Part 4 #19.

2) Ok, good, best to get that money down to mitigate risk. Yes, you can pay yourself as usual. Just that the closer you get to the petition date, the more you will be wanted to account for the money. I trust you know you don't want to have money sitting in your personal bank account on the filing date (or paying on loans within 90 days).

2b) Sure thing, we can do that whenever you like.

3) The reasoning for abandonment is that the asset is of little value to the estate. It is well-settled law and not controversial. The only issue is how much is the corp worth and the more I learn, I think it should be scheduled very low....ie: around $500. You don't tell the trustee it is a viable business, we want the trustee to be of the opinion that it is worthless.

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Customer reply replied 1 year ago

I believe I provided my phone number and that fee as well - what time can we talk today?

Then something isn't right and unfortunately I am at the mercy of the system and customer support as well.

I do not have a notification that you requested a phone call, can you try it again? Otherwise, I may need to get some support.

I can talk anytime.

I can see in a different report that you paid for it and my screen says agreed.

If you want to give me your phone number I will call you because I am concerned about the timeframe and I can ask customer service to block out your number. Or...I can ask for their help instead but there will be a delay. (or you can contact them).

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Customer reply replied 1 year ago

Okay. In response to your last question the best value to reach would be probably be nine hundred four, four hundred three, and seven thousand in that order in response to your question - that should do it I think if you follow and that makes sense?Thank you for the excellent explanation, I fully understand now.1) While I will not say the other advice you received to list the A/R interest here is "wrong," in my opinion, this is not the place to list it. Part 5 refers to self-proprietor business interests, not interests you have in a separate legal entity. Note it is the corp's A/Rs and you have personally have no legal or equitable ownership of them. (ie: trustee can sell your shares and the buyer can collect 100% of the A/Rs without you receiving any share). That is what tells you that you have no interest.So I agree you will ultimately disclose the corp assets, I just do not believe Part5 is the place to do that. It will actually look like you have shares in a corp PLUS additional A/Rs from business conducted as a sole-proprietor.2) Understood, so remember that buyers at a bankruptcy auction are generally not those looking to take on more work for sweat as you describe. Buyers are generally looking for an exceptional deal on assets. Therefore, short of draining the cash out of the corporation, it has little value to a third-party (especially if licensing is needed).Remember that immediately upon filing the trustee takes ownership of the corp shares, $16k is a lot of cash to leave exposed. Is it possible to spend some of that down?You have stated the nuisance of having to get new licensing, etc which forms the lower bound on the value you place on the business. By that I mean, what value are you willing to pay to avoid having to take the alternative steps of starting the new corp, etc. I think we can get to a number with a little more conversation.Generally what I put even if a service business has no A/Rs or cash is $500 because that is often the nuisance value of having to form a new entity, get new bank accounts, etc. The trustee is not going to do the work needed to generate the ARs so you can put a $0 value on the non-completed work ARs in the scenario that you "quit working the business."Finally, as a strategic matter, you really ought to file a motion to compel abandonment of the corp very early on in your case and try to get the corp out of the estate for nothing or at least bring the issue of settlement to the forefront before you invest too much additional personal time in the corp. Four zero three.That is a lot of detail but you have a lot of reasonable options here. It will be helpful to know if anything can be done with the cash. I am happy to work though this and other issues on this filing with you!

I tried, but I cannot track which question you are answering with those valuations you gave.

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Customer reply replied 1 year ago

Sorry that was trying to get you phone number without numerically spelling it out as numbers in an open forum - seems as the JustAnswer system seems to have hiccuped with the transfer of the # to you - it does show "You sent your expert private contact info:" and my phone number. That's why I tried to open yet another question, paid the minimum fee so I could again request the phone consult, but that question closed.

Well you are unbelievably clever, I actually might have and probably should have caught on to that. I have emailed support and haven not received help. I can call you in about 45 minutes. Is that too late? If so, I can call tomorrow am.

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Customer reply replied 1 year ago

That will work fine thank you. Let me go ahead and give you the latest just so we're on the same page before speaking.I met with my BK attorney today - very surprised to hear that he never files a "motion to compel.....". I am not an attorney so don't know the nuances by any means - I have read in other areas since your suggestion that failing to file that motion is a common mistake - they spoke of sole proprietorships over corporations such as my S-Corp, but I understand that it may be an issue. I do not know why a Trustee would join a motion to take the corporation's assets out of the estate - seems counterintuitive and they'd be leaving money that they legally (I don't know that) are entitled to take possession of by way of immediately owning the shares - so that's an open switch but I didn't push it.Secondly, as you have indicated I do have to provide a "number" - the value of the corporation. Having explained at a high level the services model we operate under my Attorney is of the mindset that every contract we sign (i.e. once we've identified an heir - usually distant - that the contract has some value immediately....this increases over time as the case draws to a conclusion). As we have a number which I hope to invoice for in 60-90 days, another in 90-120, and in 120-180, he wants all of those included in some way. That would be the bottom dollar they'd accept, with a good liklihood that given the hard work which I have already done to get to this point is already completed (we find the hardest of the hard to locate - assets which have been idle for years) he asked how hard would it be for the Trustee to find someone licensed in the states our cases are in to complete the work...the answer is it wouldn't be that difficult probably. So I have a very good chance the Trustee would take the company in full. 25% of the cases they could close in 180 days is substantial for the Trustee given they all close.Losing the company and restarting is prohibitive because of the relicensing process - many ask if you've ever declared personal BK - that answer was no previously, now it would be yes and could restrict me in the very states I now know and want to be in. It's not a pretty picture in my opinion. That's where we are.Thank you again - I think you can see I'm trying to make our arrangement a fair one for both parties and plan to continue that.

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DISCLAIMER: Answers from Experts on JustAnswer are not substitutes for the advice of an attorney. JustAnswer is a public forum and questions and responses are not private or confidential or protected by the attorney-client privilege. The Expert above is not your attorney, and the response above is not legal advice. You should not read this response to propose specific action or address specific circumstances, but only to give you a sense of general principles of law that might affect the situation you describe. Application of these general principles to particular circumstances must be done by a lawyer who has spoken with you in confidence, learned all relevant information, and explored various options. Before acting on these general principles, you should hire a lawyer licensed to practice law in the jurisdiction to which your question pertains.

The responses above are from individual Experts, not JustAnswer. The site and services are provided “as is”. To view the verified credential of an Expert, click on the “Verified” symbol in the Expert’s profile. This site is not for emergency questions which should be directed immediately by telephone or in-person to qualified professionals. Please carefully read the Terms of Service (last updated February 8, 2012).